10 Plus 1 Primed
by Cybertoy00
Summary: When Ben restored the universe after Anihilaarg went off, some changes were made. Now those changes threaten to destroy all of history! Some Beunice.
1. Chapter 1

Ben 10 Omniverse Fanfiction

**10 + 1 Primed**

By Cybertoy00

Ben 10 Omniverse is owned by Cartoon Network

Chapter 1

The Time: _Nothing_

The Place: _Nowhere_

Yet, neither of these things bothered Eon in the slightest. All of his attention was on the small, purple object resting in his palm. Anyone else looking at the thing would perceive it as an acorn.

But perception and reality did not always match. Eon knew this more than anyone.

His gaze intensified, and a black energy enveloped the not-really-an-acorn.

_Now we can begin_, Eon thought, _And no one, not the Timewalker, or Ben Tennyson, can stop me._

A grunting could be heard, and Eon remembered that he was not alone. Clenching his fist, he turned to the other.

"I'm sorry, but I'm afraid I need to be going," Eon said, "But I'll return in short time. Thanks again for your resources...they've been most helpful," He grinned malevolently. "If I see him, I'll send your love to Ben…"

In a flash, Eon vanished…

* * *

Ben woke up, a bad feeling in his neck. Confused, he looked around. He was sitting in the passenger seat of the Proto-Truk as it drove down the main road of Bellwood, steered by the steady hands of Rook. Groaning, he adjusted his shoulders, trying to work out the kinks he felt.

"Are you all right?" Rook asked.

"Yeah, just fell asleep in a funny way," Ben replied, yawning. "Wait, I fell asleep?"

"Yes, quite soundly." Rook answered.

"Sorry, must have dozed off," Ben sighed, trying make himself more alert. "It's been so quiet lately…"

"I agree. It has been four days since any incidents requiring our intervention have occurred," Rook said, "While restful, it also feels slightly unnerving."

"Yeah, like the calm before the storm…"

There was also another thing that bothered Rook. As far as he knew, inaction did not suit Ben "10" Tennyson very well, often making the young hero prone to drifting towards dangerous situations without thinking. Normally, this led Ben to fooling around with the controls of the Proto-TRUK, or his Omnitrix. Sure enough, he saw Ben's hand drifting, unconsciously, towards one of the buttons on the Proto-TRUK's dashboard.

An intervention would be needed. But with no new disasters or alien attacks to manage, Rook would have to provide it himself. He racked his brains for something to distract Ben's idle fingers.

"Who is Eunice?" He asked finally.

Ben's hand stopped an inch away from the dashboard. "Huh?"

"You were talking in your sleep," Rook explained, "And one of the words spoken was 'Eunice'. Was she a friend of yours?"

Ben turned his eyes away from Rook to the sky. "Yeah…a friend I had…"

Rook was tempted to ask more, but he noticed a slight hardness in his partner's eyes. It reminded the Plumber of the time he asked Ben about his 'Feedback' Omnitrix form.

_He used the past tense… _Rook thought, _Did something happen to her, like Feedback? Was she someone Ben failed to save?_

"Gwah!" Ben cried, throwing up his arms in frustration. "I wish _something _would happen, today! Anything!"

"Well, then, looks like I came in at the right time."

Ben and Rook's heads whirled towards the back. Standing direct behind them was Professor Paradox, holding a gumball in the fingers of his protostetic hand.

"Sorry to intrude, Ben, but the universe needs your help." Paradox said with an apologetic smile.

"Paradox!" Ben exclaimed, receiving a look from Rook.

"Paradox? This man is _Professor _Paradox, the time-traveller?" Rook asked, his eyes shifting between the two humans. There was an entry on the Professor in the Plumbers' files, but it was mostly conjuncture and conflicting data.

"Oh, you've heard of me? Good, that will save time on introductions," Paradox said, then frowned. "Incidentally, you might want to watch where you're driving."

Ben and Rook gasped, remembering that they were on the road. Turning back to the front, they saw that they were on a collision course with an incoming 6-wheel truck! Horns blared, wheels screeched against the pavement…

…And suddenly the Proto-TRUK wasn't in Bellwood anymore. It now seemed to be flying a black void, with streaks of light flying past them.

"What happened?" Ben asked, looking around. "Are we in a screensaver?"

"Just a special point between dimensions," Paradox explained, "I brought us here so we can talk uninterrupted."

"If you were going to do that, why did you not do it before our near-collision?" Rook asked, trying to steady his heart. That had been too close.

"It was just a wake-up call," Paradox answered, grinning. "Needed to snap you out of your lull."

"Something snapped all right," Ben muttered, and asked, "Now, what's going on?"

Paradox's face turned serious. "It's Eon. He's making another bid for temporal domination."

"Eon…" Ben murmured.

"Who is Eon?" Rook asked.

"Time-traveling bad guy," Ben explained, and his face scrunched up in thought. "He's an alien…from the future…who used to be…me?"

Rook blinked. "What?"

Ben gave up. "Let's just say he's a time-villain and forget it, all right?"

Rook shook his head at the lack of clarity Ben's explanation provided.

"Don't blame Ben for the confusion, Rook," Paradox said, "It's hard to keep your facts straight when you're dealing with a living threat to causality."

"Speaking of which, how's he a threat this time?" Ben asked.

"I confess, I'm not entirely sure," Paradox admitted, "But he's enhanced his powers to the point where he can bar me from the same time periods he's in."

"_Bar _you? How?" This was the first time Ben had ever heard of anyone keeping the professor from appearing wherever he liked. Paradox had once appeared in the mindscape of Alien X once!

"I have my suspicions," Paradox said, and snapped his fingers. On the windshield, an image of Alien X standing before Mr. Smoothy, while Rook, Argit, the Vreedle Brothers and the Incurseans watche d on. "If you recall, the universe had once been destroyed by a relic of the Contemelia…"

"…The Anihilaarg," Ben finished, "But I fixed it as Alien X."

"So you say." Rook put in skeptically.

"It happened!"

"Forgive me, Ben, but I find it hard to accept that the entire universe, myself included was destroyed," Rook said, "And that everything now is a copy."

"No, not a copy, a recreation," Paradox said, "Think of it this way, if a small boy breaks his parents' vase, he has one of two choices…" The image on the windshield changed to one of a Ben, at the age of ten years old, standing over the shards of ceramic. "He can either buy one just like it as a replacement, or…" The image became one of young Ben, hunched over in his room, trying to glue the pieces back together. "…he could attempt to fix the damage." The 'visual aid' ended with young Ben standing next to the 'fixed' vase while his mother looked down at him, shaking her head. "Which is just what Alien X did, only this time the shards were cosmic dust and the glue was Alien X's unique energy."

Ben gave Paradox an irritated look. "Couldn't you have used a different example?"

Rook was not entirely convinced, but chose not to pursue the subject. "…Even so, how is that…incident…relevant to the current crisis?"

"Well, as Ben may have noticed, the universe is a bit different from how it was before the Anihilaarg broke it," Paradox went on, "A few details have changed, memories re-written to account, that sort of thing."

"I did my best," Ben muttered, looking down. "I don't have much practice making universes." There was a small amount of sadness in his eyes, Rook noticed.

Paradox noticed it, too. "Oh, don't be so hard on yourself. You did a caliber job for a first try. The changes universe went under is due to the fact that you weren't working with all of the pieces; namely, Primus."

Ben looked up. "Primus?" He asked, a small amount of desperation in his tone.

"Now, this is only a theory, guesswork, really," Paradox said, "But I suspect that the reason Primus does not exist in the universe anymore is because Eon took it, and stored it away in a gap between realities like this one."

Ben's eyes widened. "Eon…_stole_ Primus?!"

"And _what_, exactly, is Primus?" Rook asked.

"It's...a planet," Ben answered, his mind racing. "It's where Azmuth used to keep the DNA for the Omnitrix," To Paradox he asked, "How could Eon take an entire _planet?_"

"With the universe being torn to bits by the Anihilaarg? For someone like Eon, it'd be like taking money while the bank is on fire," Paradox replied, and continued on with his explanation. "In any case, I believe that Eon is using the genetic technology on Primus to forward his plans."

"What about Eunice?" Ben asked, a note of panic in his voice. Rook noted this.

"I don't know," Paradox answered, "Eon's blocking me, remember?"

"Then that's our first stop," Ben decided, punching his palm. "We're going to Primus!"

"The professor just said he cannot go to where Eon is, remember, Ben?" Rook reminded the hero.

"That I did, and we have more pressing concerns." Paradox said.

"'Pressing concerns'?" Ben repeatedly peevishly, "What could be more pressing than someone's life-" Ben stopped talking because Paradox stuck a gumball in his mouth.

The time walker wiped off his fingers. "As I was saying, we have more pressing concerns. Eon is going to different time periods and causing drastic changes to the area."

"Then our first objective is to go these points in history and undo the changes." Rook guessed as Ben spat out the gumball.

"Yes, and no," Paradox shrugged, "Eon's blocking power appears to be extending to whatever era he visits, though it's not as strong as the one he's in. I cannot teleport in…"

"…But you can send other people, which where we come in." Ben finished.

"And people say you're slow on the uptake," Paradox smiled, "I'll try to arrange your landing to the exact moment Eon left. Try to fix the damage he's wrought, and hopefully find a clue to where Primus is being hidden."

"Right," Ben nodded, his features hardened. _I'm coming, Eunice. Hang on!_

"Oh, and just before you go, I'll need to see your Omnitrix." Paradox realized.

"What for?" Ben asked, holding out his wrist with the Omnitrix on.

Paradox began to input a series of commands. "I'm just making adjustments so you'll always have access to Clockwork. You need him to fight Eon," The Omnitrix gave a beep. "There, done. Now, I'm going to send you to the first era Eon corrupted. Hopefully, you'll be able to find a clue that will lead us to Primus. If not, we'll just keep checking every point in History until we do."

"You mean _we'll _check every point in history." Ben corrected, taking his arm back.

"Off you go!" Paradox said cheerfully as Ben and Rook vanished from their seats.

* * *

Ben and Rook appeared in a dense jungle at noon. The entire area seemed to have a layer of mist over it. Off in the distance, a faint rumble could be heard.

"Where do you think we are?" Ben asked Rook.

Rook looked around. "I cannot be sure, though '_when _are we?' would be a more appropriate question."

Ben rolled his eyes, and began flipping through the Omnitrix's alien selection. He figured that now would be a good time to see if Clockwork's powers would be useful. He then noticed that the faint rumbling was getting progressively harder…

"Look!" Rook cried, pointing in one direction.

They were actually at the edge of the jungle, with a vast plain before them. And running down that plain were a group of giant lizards!

"Dinosaurs!" Ben exclaimed, "We're in the time of the dinosaurs!"

Not just dinosaurs. There were _people_, dressed in skins, riding the dinosaurs. They wore helmets made from skulls, brandishing spears and bolos.

"Most unusual," Rook noted, "From what I know of your planet's history, dinosaurs and prehistoric humans did not exist at the same time."

"Guess we know what Eon's been doing." Ben remarked.

_Thunk!_

Ben and Rook looked at the spear that imbedded itself in the tree next to Rook. Down in the plains, the lizards and their riders began to turn in their direction. Fierce, but weird, battle cries could be heard.

"Here they come," Rook said, taking out his Proto-tool readying it for battle. "Should we fight?"

Ben ran through the Omnitrix's selections. "Let's give these guys a scare, first. I think they need to see a _real _dinosaur!" He slammed the Omnitrix's dial down, and in a green flash became XLR8. "Ehh, I was going for Humungosaur, but this works, too, I guess. Cover me!"

XLR8 zipped down to the approaching hunters, who by this time were closing in on the pair. Visible only as a blur, XLR8 circled the lizards, causing them to stop in alarm at the thing whizzing around them. This caused their riders to fall off, whom XLR8 struck at high-speed, knocking them out. The lizards, spooked at this, took off for the horizon.

As Rook jogged up to the scene of the battle, XLR8 hit the Omnitrix on his chest and reverted to Ben.

"You know, dinosaurs look different in real life." Ben remarked.

"Their bodies did seem different from the fossils that will be dug up later." Rook agreed.

"So, which one you think we should Good Cop Bad Cop?" Ben asked, looking at the down hunters.

Before Rook could ask what Ben meant by 'Good Cop Bad Cop' (Weren't all cops, by definition, good?) a crack was heard. Ben's eyes rolled up and he went down. Standing directly behind him was one of the hunters, a lumpy excuse for a man. He had a fresh bump on his forehead, a club in his right hand, and the meanest snarl on his face. Rook realized that the other hunters were starting to recover too…

* * *

When Ben woke up, he and Rook were tied to stakes set in the middle of a collection of muddy huts. All around them were the prehistoric humans. They all had weapons of all shapes and sizes, and were glaring at their captives with suspicion.

"What happened?" Ben asked, wincing at a sharp pain in his head.

"We have been captured," Rook replied. A thought occurred to him. "Was that question rhetoric?"

"Sorta…" Ben muttered, shaking his head. Once the throbbing stopped, he looked back at the villagers. "Man, these guys are ugly."

'Ugly' was a putting it loosely. The villagers looked like they were in the process of growing new limbs out of their bodies. Some had points on their teeth, their ears…and in their irises.

"So, any of you know a guy called Eon?" Ben called out.

The malformed villagers began to mutter amongst themselves. As Ben tried to hear what they were saying, a thought occurred to him.

"Uh, do they speak English?" He asked.

"_Nacha wuum pow!_"

The villagers stopped talking. The crowd directly in front of the captured Plumbers parted, and a new figure walked up directly to the stakes. It was a tall, shapely and statuesque woman, wearing an elaborate headdress, and dressed scantily in a loin-cloth bikini. She had an extra arm growing out of her waist and a reptilian eye growing out of her forehead.

She marched right up to Ben and began to look him over. Bending down, her two left hands began to press on his body- The upper left feeling his shoulders and neck, and the lower left feeling his chest.

"Hey! Watch it!" Ben cried, struggling. "Personal space here!"

The woman smiled- showing razor-sharp teeth- and turned away from Ben. She threw her arms- all three of them- into the air. "Pie mags nibyana. Brocco laba kwal!"

The villagers cheered. Ben had no idea what this was about, but it was all making him very nervous, especially when he saw the hungry gleam in the woman's eyes.

"Whoa, did you say pie?" Ben asked, and began to panic. "Look, I don't know what you think you know about me, but let me say that I don't taste good! And I'm too skinny, look!"

The woman ignored Ben's words and just ripped him from the stake and ropes. With a firm grip on his Omnitrix arm, she began to force march him away. Ben noticed that they were heading towards a slightly larger hut.

"Ben, I do not think she wants to eat you!" Rook called out.

"What else could she…" Ben trailed off as realization hit. "Ohhhh no! Not that!"

Without even looking, Ben hit the trigger on the Omnitrix. When the green light faded, the three-armed woman realized that she was holding Wildmutt by the paw. She let go with a gasp, and Wildmutt took this as his cue to exit. He bounded back towards where Rook was, and tore at the ropes with his teeth.

"Thank you for your assistance." Rook said, removing himself from the stake.

Once he was free, Rook got onto Wildmutt's back, and the vulpimancer tore its way out of the village. The villagers, having never seen anything like it, tripped over themselves keeping out of the alien's way.

It wasn't long before the two were a good distance away from the village. Wildmutt stopped, allowing Rook to get off his back.

"I wonder what our next course of action should be," Rook said, "I am not sure if those…people…have anything to do with Eon. Perhaps we should…Ben?"

Wildmutt was sniffing at the ground. After going circles for a few seconds, he growled and set off, heading back into the jungle.

"Wait up!" Rook cried, giving chase.

Wildmutt eventually stopped at the bed of a stream. He sniffed at the water, gagged, and turned back into Ben. Rook arrived a moment later.

"What was it?" Rook asked.

Ben looked at his partner. "I…it's hard to explain, but I think I smelled Eon. I think he was at this place."

"At the water? Why…?" Rook gasped and pointed. "Look!"

Ben did so, and his eyes widened. The stream was streaks of black and purple flowing into it.

"Gross!" Ben gagged, "What is that stuff?"

"I cannot say," Rook said, "But perhaps it may explain why those humans appeared so…abnormal."

"Huh?"

"When a natural resource is contaminated, it causes adverse effects on the local population," Rook explained, "Some are poisoned, but others are mutated."

Ben got it. "Right, like those fish that live near a nuclear plant." He remembered the mounts the villager hunters were riding. "Those weren't dinosaurs, just mutant lizards," He looked back at the water, and turned his gazed upstream. "Let's see if we can find the source."

* * *

They followed the stream into a cave. Cautiously walking along the side to avoid stepping in the water, they entered the cave. Eventually, they came upon a chamber within the caves with a tree growing in it. This tree was gnarled and bent, and growing from the top was a fruit. This fruit was black, and the size of a beach ball.

It looked like a big eggplant.

"Whoa," Ben breathed, "They grow 'em big down here, don't they?"

"I am surprised anything could grow in this cave. There is no sunlight," Rook commented. They were using his Proto-tool's flashlight's function. "What kind of plant is this…?"

As Rook looked closer at the fruit, a dripping noise reached Ben's ears. Looking down, he saw that droplets were falling from the fruit's bottom.

"Dude, I think this thing is leaking." Ben commented, and watched as the dark liquid mix in the water.

But Rook wasn't listening. Instead, he was focused on the fruit. His eyes widened. "Ben, look at this!"

"What?" Ben looked to where Rook was pointing. Squinting, he began to make out a shape within the fruit. "Is that a…body?"

"I believe so," Rook said, "This might have something to do with Eon's plan…whatever it is."

"Well, then I guess it's time to do a little gardening!" Ben began going through the Omnitrix's selection, "Some cleansing fire should the trick."

"Wait, we do not know a thing about this plant," Rook cautioned, "A 'cleansing fire' might make a bigger- and more toxic- mess. We need to neutralize it in a less destructive way."

Ben stopped, frowning. Then he smiled as an idea came to him. "Then I guess we put time on our side!"

Ben slammed the dial down, and flashed into Clockwork. Rook realized what Ben was planning to do and wisely got behind the chronosapian. The Omnitrix on Clockwork's chest glowed, and a bright green beam shot out and at the fruit.

_FWAM_

When the light faded, there was a small pile of ash where the tree used to be. The high-speed aging ray had done its work.

"Well done, lads."

Clockwork turned back into Ben, and he and Rook turned to see Paradox standing behind them.

"Eon's influence over this era is over, thanks to you," Paradox said, "What was going on here?"

"There was some kind of abnormal plant growing in here," Rook reported, "We could see some sort of person growing within it."

"A person? Dear me…" Paradox walked over to where the plant was and held out his replacement hand. The protostetic began to click, similar to a Geiger counter.

"_Now _can we go to Primus, then?" Ben asked impatiently, "We need to save Eunice."

"No, not yet," Paradox sighed, "I think I can gain a general idea as to where by analyzing the area, but we'll need more information before we can prepare a rescue mission. First, I think we should check the other points in history that Eon has, eh, 'sowed wild oats' and undo the damage. Don't worry, Ben, I'm sure Eunice can hold out for a little bit more."

That wasn't too reassuring to Ben, but Paradox's words reminded him of something. "By the way, that big plant's juice kinda mutated the locals. Any way we can fix that?"

Paradox gave Ben a smirk. "Oh, that's no real problem. The DNA repair function on the Omnitrix should do the trick."

Ben looked down at the Omnitrix. "Uh…do you still have that feature?"

"Affirmative," The watch-like device beeped, "Would you like to initiate DNA Repair now?"

Ben looked around the cave. "Eh, hold on for a moment," To the others, he said, "Let's go someplace a bit more open to do this. Afterwards, we can get back to finding Eon." _And Eunice._

* * *

On Primus, all was still. Though the Codon Stream still flowed, its fluidity had become less so. The Voliticus Biopsis were now inactive. A general sense of paralysis hung in the air.

Deep within a special facility, Eunice struggled against her bonds. Her hands and feet were now encased in metal clamps set against the wall. Around her, computers beeped morosely, echoing her feelings of helplessness.

Then, there was a burst of purple light and Eon appeared. Eunice stopped struggling to glare at the chronian. Right now, she hated him more than anything else in the world.

"Four eras down," Eon smirked, "So much history to go."


	2. Chapter 2

Ben 10 Omniverse fanfiction

**10 + 1 Primed**

Chapter 2

The Time: _the worst of times_

The Place: _Primus_

In the center of the Primus main facility, Eon stood before a large tree. Its leaves were black as night, and its wood was a hideous blue hue. Reaching up, he pulled off another purple acorn. He closed his eyes and sighed as he enveloped the acorn in his power. Off to the side in her prison, Eunice did her best not to retch at how undeniably creepy it looked over all.

"The one flaw in this plan is that I have to do this one at a time," Eon griped. After a moment, he stopped and held up the acorn; it looked like it had been coated in a plastic resin. "But thanks to the life force of Primus, time is on my side for once."

"Ben will stop you!" Eunice said angrily, "You'll see!"

Eon turned to give Eunice a patronizing smile. "I wouldn't put too much faith in that boy. After all, he's the reason you're stuck here."

"What?"

Pocketing the acorn, Eon strode over to Eunice. "When the Anihilaarg began to break apart the universe to its barest components, Ben transformed into his celestasapian form- Alien X. And yet, he waited until it was beyond saving to do anything. In that void, he created a new universe, just like the one before…you excluded."

Eunice went cold. "No…"

"Had it not been for me, you would've been destroyed with the rest of the old universe," Eon went on to say, "There's no one who remembers you…and Ben has already banished you from his memory."

Eunice began to shake. "You're…you're lying!" She said, "Ben would never do that!"

"You give him too much credit," Eon replied smoothly, "I can assure you, your precious hero has a truly stunning dark side." When Eunice refused to respond, Eon reached out to stroke her face. "Don't worry, in time you'll learn to appreciate my company. We already have so much in common. I also have no universe to return to…just as you do."

Eunice's idea of a retort was to bite down on Eon's hand. Hard.

"_Eyarg!_" Eon cried. With his eyes shut in pain, he didn't notice Eunice's body briefly flashing green.

Eunice let go, and Eon took his hand away. Upon inspection, he saw that there was a deep imprint of teeth on it. Gritting his own teeth in anger, he struck Eunice across the jaw.

"I may need you alive to keep this planet's defense under control," The chronian growled venomously, "But I have no reason to keep you comfortable! I suggest you consider your next move carefully, or…"

A distant explosion was then heard, shaking the room and causing some rocks to fall from the ceiling.

"_Now _what?" Eon hissed, and teleported away.

Eunice narrowed her eyes. A flicker of purple energy appeared on her right manacle before going out. The clamp, originally a silver-colored alloy, suddenly began to turn to a rusty brown. With some effort, Eunice tore her hand out of the clamp, and quickly used her free hand to open the rest of the manacles. Once free, she ran towards the computers.

_I have to reactivate the Voliticus Biopsis and set them to defense mode, _Eunice thought, and began to type in commands. _That should give me some time to find Ben and…_

"_You!_ "

Eunice whirled about to see Eon glaring at her, his face (As best she could tell with his helmet's visor) was a mix of anger and confusion. Eunice brought up her arms in defense when something unexpected happened. Her hands began to emit purple sparks again, this time faster than the flicker from before! Eunice let out a terrified shriek as the sparks seemed to eat away at her body. Eon watched, stunned, as Eunice vanished in a fantastic display of light. But once she was gone, Eon snapped out of his stupor and gritted his teeth.

_Very clever, Timewalker…_ He thought, furious, and teleported.

* * *

After undoing the mutations of the prehistoric people and animals (That three-armed woman looked kinda dumpy with normal DNA), Paradox sent Ben and Rook to another time period, this time the Middle Ages. They appeared in some sort of moor. It was night time, with clouds passing by a full moon.

"I hope the professor positioned us closer to the next plant this time," Rook commented, turning on his Proto-tool's flashlight. "Turn into Wildmutt and see if you can get a scent."

"Right, right." Ben said irritably, activating the Omnitrix's selection. As he went through the list of possible aliens, Rook noticed his features tighten.

"Are you still worried about this…Eunice?" The Plumber asked.

Ben gave Rook and annoyed look, then sighed and softened. "Yeah, I am. While we're here, she's stuck on Primus with Eon. What if he hurts her?"

"I cannot say, but what intrigues me is why this bothers you so much," Rook replied, "I understand your concern, but I have a…" Rook paused as he tried to think of an appropriate Earth metaphor to use. "…An organ feeling that there is something more to anxiety."

"Gut feeling," Ben commented automatically, "And…yeah. You're right. There is something more."

"Who is she, exactly? And how is she connected to Primus?"

"She's the caretaker of Primus, selected by Azmuth himself…with some recommendation from yours truly," Ben let his arms fall limply to his sides as Rook looked on expectantly. "I know you don't believe me when I say that I fixed the universe with Alien X, but…when I found out that Primus didn't come back, I was horrified. Worse, no one knew that the planet, and everything, every_one_ on it, had even existed. When I asked about Eunice, Azmuth just looked at me like I was crazy." Ben rubbed his eyes. "Not only was she gone, but no one remembered she even been. No one…except me."

Rook understood. For all of his…less virtuous traits, Ben Tennyson had a true love of life and a desire to do good in the world. The knowledge that he had failed to accomplish that and such a scale would be soul crushing. And worse yet, the fact that no one knew isolated him on a grand scale…no one to comfort him.

But Rook would give it his best try. Putting a comforting hand on Ben's shoulder, he said, "I am sure we will rescue her now. After all, you believed Feedback was lost forever, but regained him in your final battle with Malware. This is the same, or similar enough," Feeling that he was on a roll, Rook said confidently, "You are Ben Tennyson, hero of the universe. Saving the life of a friend should a simple matter, should it not?"

Ben moved his hand away from his face to smile at Rook. "Thanks, partner. Sorry you had to see that. You're right, we can do this. Gimme a moment to transform, and-"

"There she is!"

"Get the witch!"

Ben and Rook looked. Across the way, they could trio of men on horseback, chasing after a smaller figure. Due to the mist that hung in the air, they couldn't make out who it was properly.

"This looks like a job for Astrodactyl!" Ben declared, and slammed the dial down.

"Ben, wait!" Rook cautioned as the Omnitrix-wielder transformed, "We do not know what is going on. For all we know, this could be part of…history." Rook sighed as Astrodactyl took off into the air.

Astrodactyl soared across the moor, preparing to kick butt and take names…or just kick butt, anyway. While he knew from his experiences with Hex and Charmcaster that magic existed, he also knew from his history classes that most 'witches' persecuted were just helpless scapegoats who were just in the wrong time and wrong place. He rocketed up to get a better look at the pursuit in progress. While the riders seemed to be your average Medieval thugs, there was something…else…about their quarry. Rather than a dress, she wore a skin-tight white body suit with black stripes. Her blonde hair seemed a bit too clean for someone living in the Middle Ages. As she looked back at her pursuers, he could just barely see that she had green eyes.

"_Eunice!_" Astrodactyl cried in shock.

Hearing Astrodactyl's voice, Eunice briefly forgot to watch her step and tripped over a root.

"We've got her now!" The lead horseman yelled, waving his axe.

"No, what you've got is trouble!"

Astrodactyl landed between Eunice and riders with a soft thud (Remember, moors). The horses, at the sight of this strange new creature, stopped suddenly, almost throwing their riders off.

"Wha- what is that thing?!" A second rider asked, stunned.

"It's a demon!" The third cried in alarm, "The witch must have summoned it!"

Eunice, meanwhile, had recovered enough to see what was going on. She gasped at the sight of the pterodactyl-like alien, but calmed down when she saw the Omnitrix on its shoulder.

"Ben?" She asked, amazed.

Astrodactyl gave Eunice a wink. "In the scales, baby!" Turning back to the wannabe witch-hunters, he asked, "You guys wanna see what _else _I've got in the scales?"

The leader, though shivering, did his best to sound tough. "We're not afraid of you, or your dark mistress, beast!"

"That a fact?"

Astrodactyl let his two energy whips come out. He then slashed at the ground just before the horses' hooves. Naturally, said beasts of burden wisely chose to bug out, taking their not-quite-masters with them. Once they were long gone, Astrodactyl reverted back to Ben.

"Losers," He turned to help Eunice up. "Eunice, are you all right?"

Eunice threw her arms around him and whispered, "Never felt better."

Ben returned her hug, and then the two separated, but still in each other arms. The light of the full moon shone on them, giving their forms a sublime silver lining.

"What's going on? How did you get here?" Ben asked.

"Well, I…" Eunice began when a bright light appeared.

"Ben!" Rook cried, jogging up to the pair. "Ben, what is going on?"

Ben grinned. "A lucky break, to start with. Rook, meet Eunice, the girl I was telling you about. Eunice, this is Rook, my new partner."

"It is a pleasure though an unexpected one." Rook said, holding out his hand.

Eunice took it and they shook. "Same here," To Ben she asked quietly, "What happened to Gwen and Kevin?"

Rook frowned slightly. Why did everyone he meet ask about Gwen and Kevin?

Ben shrugged. "They went to college. Well, Gwen did. Kevin followed 'cause Gwen's got him on a leash."

* * *

In the present day, Kevin stopped eating and frowned.

Gwen looked up from her book. "What? Don't like your sandwich?"

Kevin shook his head. "Nah, it's just, I feel like I should hit Ben next time I see him."

Gwen shrugged. "Everyone feels like sometimes."

* * *

In the Middle Ages, the time-displaced trio had found a private place in the woods and started a campfire. Once they had gotten settled down, Eunice began to exposit the circumstances of how she appeared in the current era…as best she knew, at least. They all sat on dry rocks as she spoke.

"Eon had me imprisoned in Primus' main facility after he displaced the planet," She explained, "But he got careless, and I was able to copy his abilities."

"Copy his powers?" Rook asked.

Eunice nodded. "I'm a Unitrix, a carrier of human DNA. I can also duplicate another being's abilities through physical contact. Once Eon got close enough for me to touch him, I was able to use his powers to break out of my manacles."

"And then you came here." Ben guessed.

"Not on purpose," Eunice admitted, "I've never copied energy-based powers before, and Eon's almost overwhelmed me," She grimaced. "It felt awful….like there was a second mind trying to supplant mine."

"I hear that." Ben agreed, nodding sympathetically. He recalled the times when his alien modes had started to influence him, even outside of the transformations. Ghostfreak wanted to take total possession of Ben's body, while Big Chill forced him to make a nest and have offspring.

Of the two, Ben felt the Ghostfreak incident to be a bit less disturbing.

"But you are unaffected now?" Rook hoped.

"Yes, once the mimicry effect wore off." Eunice replied.

"So you appeared here and met the brainless horsemen?" Ben asked.

"From what I understand, the nearest village has been having problems with monsters, or something," Eunice answered, "When I teleported out of Primus, I appeared there. The locals thought I was a witch and that killing me would-" She made finger quotes. "-'Put an end to the vile beasts'. I was able to escape by copying a horse's speed, but when it wore off those men caught up with me."

"I bet the monsters people saw were more mutants," Ben commented, and explained to Eunice, "Eon's planting these weird trees that drip stuff that mutates people and animals. Though I dunno how that helps him become ruler of the universe."

"I'm afraid his plan isn't random mutation," Eunice said solemnly, "It's something far worse."

"If you have uncovered any useful information during your imprisonment, please tell us." Rook requested.

Eunice stared into the fire for a moment, gathering her thoughts. Then she said, "When Eon came to Primus, the first thing he did, after taking control of it, was use the Condon Stream- Where the Omnitrix's DNA is kept- to enhance himself. He spliced his body with chronosapian DNA; now he can accelerate the aging process of anything by touch."

Ben and Rook exchanged worried looks. _That _didn't sound good.

"The second thing he did was create a method of duplication," Eunice continued. She looked Ben worriedly. "Those trees are actually organic clone pods. Eon's plan is leave one in each time period, that way there'll always be a him to rule."

Ben's skin went pale, and Rook became as still as stone. They both remembered the humanoid being inside the giant eggplant.

"Eon through the ages…" Ben murmured, and swallowed.

"He's using Primus to create those pods," Eunice said, and stood up. "And as the planet's caretaker, it's my duty to stop him- _even if no one remembers._" She added quietly, looking to the side.

Ben stood up and took Eunice's hand. "_I _remember, and there's no way you're doing this alone. Break time's over, Rook. Let's get to work!"

Rook nodded, smiling at Ben's determination. It was good to hear that confidence in the human's voice again. Standing, he made a quick check on his Proto-tool while Ben activated his Omnitrix. One flash later…

"Awww, man!" Spidermonkey groaned, "_Now _this thing stops working right."

"What were you planning to do?" Eunice asked.

As Spidermonkey began to scratch himself, Rook said, "We were able to find the last clone pod by scent. We need to wait until Ben transforms into Wildmutt before we can get on with the search."

Eunice looked around and smiled. "Actually, I don' think that'll be necessary."

The Unitrix-human strode purposely away. Confused, Spidermonkey and Rook followed. To their shock, there had been a wolf watching them. And Eunice was walking up towards it!

"Miss Eunice, wait! What are you doing?" Rook cried out. He was about to run to her aid when Spidermonkey held him back.

"It's cool, man," Spidermonkey assured, "Eunice is great with animals."

While walking right up to a wolf in the wild was believed to be an act of stupidity, Eunice was safe because of her unique way with animals. Rather than snarl at the approaching girl, the wolf simply glared, remaining tense. It relaxed slightly as Eunice gently stroked its fur. After a moment, her parts of her body turned green, and she walked away from the wolf. Raising her head, she sniffed the air a few times before pointing in one direction.

"That way." She told the boys.

"Are you certain of that?" Rook asked.

"Trust me," Eunice said, "When you've spent enough time with someone, you know what they smell like."

* * *

Thankfully, it took less than ten minutes for the three to follow the trail towards a cave. Near the entrance, they saw some horses tied to a tree. Unlike the ones used by Eunice's chasers, these horses seemed better groomed, with actual saddles. At this time, Spidermonkey turned back into Ben.

"Looks like someone got here before us," Ben noted, "Let's hope they watch where they step."

Rook turned on his Proto-tool's flashlight, and the trio went into the darkness.

As they went deeper down, Ben asked, "Are you sure this is the right way, Eunice?"

Eunice nodded. "I'm sure. Eon's scent gets stronger the further down we go and- Uh oh," Eunice stopped. "My enhancement just wore off."

"I do not see how that is a problem," Rook said, "There is only one path to follow."

Ben slapped his forehead. "Great job, Rook," He said sarcastically, "We'll probably end up in a maze now."

"How would that be my fault?" Rook asked earnestly. He honestly didn't understand why Ben got upset every time he tried to be optimistic.

The trio came upon a chamber in the cave. There was no clone plant, but there were three tunnels to choose from.

"_See?! You see?!_" Ben demanded irritably, waving at the tunnels.

Rook rubbed his chin thoughtfully. "You may have a point…"

Eunice put her hand on Ben's shoulder. "Why don't you turn into Wildmutt and see if you can pick up the trail?"

"Just hope the Omnitrix gives it to me this time." Ben said, and opened the Omnitrix's selection. He raised his hand to push down on the dial, but before he could the sound of fighting reached his ears. "Hey, what's that?"

The three of them looked around. From one of the tunnels they could hear the sound of metal clashing, men yelling, and some sort of beasts roaring.

"I believe it is coming this way." Rook said, pointing at the tunnel closest to him.

They went down the path, and after following a winding road for a bit, came upon a massive cavern. In it, men in armor were fighting what looked like things that seemed like crosses between frogs and scorpions. Lying on the ground were several burning torches, providing illumination.

"Do not give up, men!" One knight with a blond beard yelled, "Strike at these foul demons and end their terror, once and for all!"

Ben couldn't believe the voice he heard. "Sir George…?"

It was indeed Sir George, founder of the Forever Knights. However, it seemed like the warrior had not yet prepared his order yet. The claymore the knight wielded was not the Ascalon Sword Azmuth had created, but an ordinary blade you'd get from any blacksmith. However, even without the alien blade to aid him, Sir George was doing a remarkable job against the 'scorprog', managing to stab it in the eyes. However, his fellow knights did not seem to be doing as well, and Sir George went to their aid.

Watching from the ledge where the entrance was above, Eunice said, "We need to help those men!"

"I agree," Rook said, "Without proper equipment, they will not prevail."

"Don't worry, I've got your proper equipment right here. If those things are mutants, a quick blast of the DNA Repairer should fix this," Ben replied, and spoke into the Omnitrix. "Omnitrix, initiate DNA Repair Wave for immediate area."

"Insufficient power," The Omnitrix beeped, "Please wait until recharge is complete."

"What?!" Ben quickly glanced at his allies before glaring back at the Omnitrix. "But I only transformed twice here!"

"Ben, the transformation function and DNA Repair function now have separate power sources," Eunice explained, "When was the last time you used the DNA Repairer?"

"Uh…about several million years ago?" Ben said awkwardly.

"From our perspective, the DNA Repair feature was used to de-mutate a radius of ten hundred kilometers less than an hour ago." Rook explained.

Ben sighed, "Okay, so we're doing this the old-fashioned way; With lots of butt-kicking!" He began to turn the dial. "And Humongosaur is just the guy to dish it out!"

There was a flash, and both Eunice and Rook stared at the transformed Ben.

"I don't think Humongosaur is that furry" Eunice commented.

"Huh?" Rath looked at his hands in confusion. This gave way to (What else?) anger. "_Whatever! Lemme tell ya somethin', Eunice, you may be cute, but you better copy Rath's powers now, 'cause he ain't waitin' to dish out as much butt-kicking this cave can handle!_"

Amused by Rath's ranting, Eunice put her hand on Rath's back and glowed green for a moment. Once she was done, she removed her hand and nodded at Rath.

"Right, let's do this! RAAH!" Rath bellowed, and dove into the fray. Eunice jumped after him, while Rook used the grapple from his Proto-tool to lower himself.

* * *

Sir George was having a difficult time. Though he had successfully killed one of the beasts, he had a feeling that one had just been an infant compared to the others. Their skin was much harder, and their scorpion-like tails lashed out at him and his fellow knights wildly. Then the one he was currently fighting did something unexpected; it spat at him! The glob of green goo struck the tip of George's blade, causing it to melt away. Shocked, but undaunted, George prepared to stab the acid-coated steel into the scorprog when something landed on the monster. George stopped his attack in shock at the sight of some kind of muscular cat pounding away on the beast.

"_Lemme tell ya somethin', frog-like scorpion, or, scorpion-like frog!_" Rath yelled, hammering his fist into the scorprog's back. "_Rath is gonna beat you like it's nobody's business! Rath eats guys like you for breakfast, or he would if they sold scorpion-frogs in the supermarket!_"

George was not entirely sure what to make of this. For a moment, he didn't know if fortune had smiled or frowned on him. Then, he heard a young light grunting and saw, out of the corner of his eye, a young lass in strange garb saving one of his fellows by _uppercutting _a beast. There came a strange noise, and George turned to see a man in blue firing what looked like arrows of light from an abnormal crossbow.

"Sir George," another knight cried out, "What is happening?"

"I know not for certain," George admitted as he and his knights regrouped, "But clearly these strangers are also against the beasts."

"But are they with us?" The second knight asked worriedly, watching the way Rath continued to pound and bellow.

"If they are not, then more's the pity…" George murmured, readying his broken sword. "Charge! But be warned! Their spit can destroy steel!"

The knights, gaining a second wind, threw themselves at the scorprogs. Because the knights were still suspicious of their new help, they ignored any scorprog that the heroes from the future were dealing with and instead tried to double-team other ones. While one knight fended off the stinger tail, his partner would go in for the kill...although this was easier said than done, as they still had to watch out for the scorprog's acidic spit and frontal claws.

Rath, meanwhile, had successfully beaten one scorprog into unconsciousness and moved on to the next one. Jumping from the back of the beaten one, Rath would have landed on the second's back had its tail not intercepted him. The result was Rath clinging to the swinging limb like the heavy end of a cat o'nine tails in the wind.

"_Lemme tell ya somethin', other mutant scorpion-frog, when you stop swinging Rath around like the heavy end of a cat o'nine tails in the wind, he will destroy you!_" Rath yelled, punching the tail. "_Rath will rip off this tail and make you eat it! You don't scare Rath, Rath is…_" the Omnitrix on his chest began to flash green, and a few flashes later he went from Rath to Ben. "…In biiig trouble. _Whoa!_"

Ben lost his grip on the scorprog tail, and hit the ground with a thud. Looking up, he saw the scorprog lurching towards him, snapping its claws. Crying out, Ben rolled out of the way to avoid getting a pincer in the chest. Unfortunately, the mutant kept coming. Ben's hand to went his Omnitrix- He didn't care what alien he got, anything would be useful. Before he could transform, though, the scorprog screeched in pain- George was jamming his broken sword into one of the mutant's joints!

"Run, boy!" George yelled, just barely avoiding a smack from the tail.

Ben wisely took the point and put some distance between him and the scorprog- only to find himself about to run headlong into _another _scorprog!

"Where the heck did _you _come from?!" Ben cried, and was about to hit the Omnitrix's button when he saw mutants after that crawl out from the shadows. "Uh oh. Guys!" he called out loudly and turned into NRG. "_We've got company!_"

Rook was about to inquire as to what Ben meant when he heard a gurgle from behind. He whirled around just in time to blast a Scorprog about to cut him in two. "Either there are more mutants than we anticipated, or we have sorely underestimated the rate of mutation caused by Eon's pod!"

"What?" NRG asked as he began to blast scorprog's with blasts from his visor. "You mean while we squash these bugs, the plant will just make more? That blows!" One scorprog began to claw at his arm, but NRG backhanded it.

("They're speaking in strange tongues, my lord…" One knight murmured.)

"You have to go, then!" Eunice yelled, swinging a scorprog by the tail. "Go and destroy the pod!"

"But what you guys?" NRG yelled as that same scorprog clawed uselessly at his leg. "I can't leave you here on your own!"

"We can hold out for a bit!" Eunice responded, letting her scorprog fly into a wall. "Go now!"

While Ben didn't like the idea of leaving his friends to fend for themselves, he saw the point. Even if the DNA Repair Function energized, setting it off now would be pointless if they couldn't find the pod plant in time. Like Rook said, they had no idea how long it took for an animal to mutant. By the time they located and destroyed the plant, another swarm of scorprogs could appear and attack them, and they not last long enough for a second recharge.

"Okay, I get it. I'll go. But first…" NRG opened the hatch on his armor, and out flew his fiery true form. "Everyone, hit the deck!"

"But we're in a cave!" Rook responded while Sir George's knight's nodded.

"I mean, _get down!_" NRG unleashed a wave of heat that roasted several scorprogs.

Sir George watched the power with wide, unbelieving eyes. Glancing at his broken sword, he wondered what it would be like to hold such power at his fingertips.

With that done, he re-entered his armor and hit the Omnitrix on his chest. Once the flash subsided, WIldmutt began to sniff at the ground intently, before pawing off. Clawing its way back up the ledge, he left the cavern through the tunnel. However, the moment Wildmutt was gone more scorprogs showed up, and the ones NRG blasted began to recover.

Getting up, George clutched the hilt of his sword. Now more than anything, he _really _wanted a better weapon.

* * *

Snarling and growling, Wildmutt tore his way through the caves, pausing to mark his path. Because vulpimancers had no eyesight and 'saw' through their incredible sense of smell, Wildmutt had to use a more…personal means of making a trail. After Ben destroyed the pod plant, he would need to get back to the others as quickly as possible, and the last thing he wanted was to get lost. Of course, the caves weren't that much of a maze, but a little caution never hurt.

Eventually, Wildmutt came upon a room where Eon's scent was overwhelming. Wildmutt shuddered. The force of the Eon-stink was worse than it was in the prehistoric! And most of it seemed to be gathering onto a single spot on the ground. Suppressing a powerful vomit reflex, Wildmutt reached and tapped the Omnitrix on his left shoulder. In a green flash, Wildmutt turned into Clockwork. Now that he actually had eyes, Clockwork saw that unlike the prehistory clone pod, the current one's juices had no river to trickle down into. Instead, they just settled into a puddle…a very thick puddle.

"Okay, that is seriously gross," Clockwork groaned, and powered up his time beam. "Time for a little housekeeping!"

One blast of hyper accelerated aging in concentrated laser form later, the plant was a miserable pile of dust. The Omnitrix flashed, and Clockwork reverted to Ben.

_That's done. Now I've got to get back to the others, _Ben thought, _I hope they're alright…_

Just then the Omnitrix began to beep. "DNA Repair function update: Battery charge complete. Orders?"

The DNA Repairer was ready? That was the best news Ben had had all day, besides the fact that Eunice had managed to escape Eon.

Ben had orders, all right. "Initiate DNA Repair wave!" He yelled into the watch as he ran back, "Maximum power!"

The Omnitrix began to glow, and then that glow exploded into a ever-expanding sphere of light that seeped through the rock.

* * *

Meanwhile, the ones that stayed behind to fight the scorprogs were in dire straits. More and more mutants had appeared, and it wasn't long before Eunice, Rook, and the knights found themselves cornered. It didn't help that the scorprogs had adopted the tactic of using their acid spit to keep the more dangerous fighters (IE Eunice and George) at bay. Eunice's Unitrix power had run out, and she couldn't get close enough to touch and copy the scorprog's physical power. The last time she tried almost resulted in her getting pierced by a stringer.

_Ben…where are you?_ Eunice wondered, getting behind Rook.

Just as the scorprog's prepared to launch a combined strike, a wave of green energy appeared, flowing throughout the cave. After it passed over the scorprogs, the mutants began to shrink in size. Their bodies altered as their corrected DNA reasserted itself, and in short time reverted to their unmutated state. Oddly enough, that state happened to be ants.

Seeing that the danger had passed (Though he knew not how), Sir George sighed and lowered what was left of his sword. Now all that remained was deciding what to do with the two outsiders. He turned to them, preparing to speak, but his question died in his mouth when he saw that Rook and Eunice were gone.

"Where did those two get to?" George asked, his voice echoing in the now silent cavern.

* * *

Ben was busy running down the cave corridors. While he couldn't smell the…markers…Wildmutt had used, he could see the stains on the wall. As he moved his legs, his hand kept twisting the Omnitrix's dial. He hoped could get XLR8 and zip back to the others. Even though he knew the threat of the mutants had passed, there was still Sir George and his knights. Now that they no longer had a common enemy, who knew what the man would do with his friends?

Then Professor Paradox appeared. "Good work, Ben. You might want to slow down a bit, though."

"Paradox!" Ben stopped, and began to fidget. "I need to get to Eunice and Rook, we got separated and-"

Then Eunice and Rook appeared, accompanied by…_Paradox_.

"You would not believe how worried Ben was for you, dear," The second Paradox was saying to Eunice, "It was all, 'When can I save Eunice? I want to save Eunice.' A bit aggravating, really- Whoops!"

The two Paradoxes stared at each other.

"I guess I should take that as my cue to leave," The first Paradox said, "Where are they, again?"

"Just follow the path, then go left twice, take the second right, then the middle," The second Paradox directed, "Be careful not to step into anything messy."

"Thank you," The first Paradox replied, "Well, T.T.F.N!"

Paradox walked off, leaving Ben alone with Eunice, Rook, and Paradox.

"That was…slightly disorienting." Rook commented, watching Paradox go.

"You'll get used to it," Paradox assured before holding his mechanical hand over Eunice. As it clicked and beeped, he said, "Ben, Eunice and Rook have already filled me in on the situation. Luckily, by scanning Miss Eunice I can find out where Eon is hiding Primus."

"Which means we can take him down!" Ben declared, punching his other palm.

"Not yet we can't," Paradox stated.

"C'mon, you're the time expert," Ben protested, "I'm sure you can figure out a way around Eon's forcefield, or whatever he's using."

"Actually, I have, but that's not the problem right now." Paradox replied.

Eunice said, "We still have to deal with the clone pods Eon left in other points in time."

Ben looked confused. "Won't they just vanish after we beat Eon? That's usually how it works."

"Only under certain circumstances, actually," Paradox said, "However, Eunice is correct. We need to clean up history before going to Primus. Luckily, I think we can lessen our workload a bit. Eunice, do you know how many pods Eon created before you escaped?"

"Four." Eunice answered, and asked Ben and Rook, "How many did you eliminate before finding me?"

"Two," The Revonnahgander replied, crossing his arms in thought. "So, we need to remove the other two from the time stream before confronting Eon. However, I wonder if Eon will allow us to do so. What would happen if he becomes aware of our actions?"

"If we play our cards right, hopefully Eon won't notice until it's too late," Paradox said simply. With a wave of his protostetic hand, a time portal appeared. "Off you go to the next era, then, but a word of advice. You might want to be more discreet about your identities, especially _you_, Ben."

That reminded Ben. He asked Paradox, "Speaking of our identities, I met Sir George here. That's not going to cause a problem, is it?"

"I wouldn't worry about it," Paradox assured, "George's memories aren't _that _good. He'll find you familiar, given the situation you'll meet in, won't press the subject."

Though Ben had a feeling that Paradox wasn't telling him everything, he decided not to push the subject. With one last look at the time walker, he followed Rook and Eunice through the portal.

Of course, what Paradox purposely left out was that witnessing the powers and abilities of Ben and his allies would have a profound impact on Sir George, as well as his future order, the Forever Knights. The battle against the mutants would only intensify the fear of unworldly beings so prominent in the Middle Ages…

…But that was a story for another day.


	3. Chapter 3

Ben 10 Omniverse fanfiction

**10 + 1 Primed**

Chapter 3

The Time: _the good old days_

The Place: _A lovely town in the middle of the desert_

The portal Paradox created dropped Ben and company into a deserted alleyway of some town. Looking around, they saw that they were in era closer to the one they were born in. However, there was something off…

"So, any idea where we should start looking?" Ben asked, adjusting the Omnitrix's dial.

Rook thought about it. "The first two pods were underground. Logically, the next one should be underground as well."

"Makes sense," Ben agreed. "Let's see if there are any caves around and start at the closest one. See anyone we can ask for directions?"

"No, but something worries me. Why did Paradox say we should 'be more discreet about our identities'?" Eunice asked, looking out the alley and onto the street.

Ben shrugged. "Maybe we'll bump into someone we know. Or someone _I _know…" Ben had to admit there was something familiar about the town. It was possible that they'd been dumped into his childhood days.

Then Ben noticed how quiet it was. As much of a cliché it was, it was too quiet. The entire town was deserted. It seemed like the three of them were the only souls in it. And it was so clean…_too _clean.

"Okay, is anyone getting royally creeped out by this?" Ben asked, shifting uncomfortably. A feeling of unease started to fizzle within.

Rook rubbed his chin. "Indeed. This is most unsettling. Surely they must be some people around."

Eunice pointed. "Wait, there's someone." A short distance away they could see a lone figure through the window on a diner.

As the three of them went to meet with that mysterious person, Ben noticed that a recurring symbol. In certain odd spots, someone had painted the emblem for hazardous waste- _nuclear material._ The uneasy feeling fizzling inside began to bubble. Meanwhile, Rook and Eunice had moved ahead to find that the town's lone inhabitant was-

"A dummy?" Eunice asked, staring at the thing. It looked like something used for crash tests. "I don't understand."

"Curiouser and curiouser." Rook remarked.

Then Ben's brain made the connection. The empty town, the symbols for radioactive material all over…it all added up to one thing.

"Guys, we have to get out of here," Ben said tensely, "_Now._" He began to adjust the Omnitrix's dial. However, Rook and Eunice did not seem to hear him.

"Perhaps the townspeople evacuated to escape from a mutant?" Rook suggested, "And left this as a decoy?"

"Could be, but something feels off…" Eunice considered.

"There was never anyone here!" Ben yelled, getting their attention. "We have to run before the explosion hits!"

"Explosion?" Rook asked.

"This fake-town is a testing site for a nuclear bomb!" Ben continued, "There's no telling when they'll set it off!"

Rook and Eunice's eyes widened and their jaws dropped in horror. Ben finally found the setting for XLR8 (He hoped) and was about to transform when a loud bang occurred. Reflexively, the three dove behind some garbage cans in a panicked huddle. They heard men shouting from the same direction that noise came from. Peeking out, they saw three men chasing what looked like…well, it might have been a rabbit at some point. Its origins were definitely in the family of lagomorphs. Only this thing seemed to be sprinting on legs more appropriate for a gazelle's, along with matching antlers growing between the ears. Were it not for the pair of razor-sharp fangs visible in its mouth, it would have been cute.

Even stranger though were the attire of the rabbit-gazelle; they looked like the kind of suits spacemen would wear in old-school science fiction media. Oddly enough, those uniforms looked very familiar to Ben and Rook. Ben himself felt as if he had seen those three before, though he had no idea where.

The leader of the three had a futuristic gun drawn, and shot out a glowing net at the elusive 'rabbizelle'. The net caught the creature completely, and the other two men went to restrain it completely.

"You got it!" One man said, "Good aim."

"Just see if you can calm it down for transport," The first man said, "I want to leave this place before the bomb goes off."

"Relax, we've got plenty of time," the third man said, "According to the Magister, we've still got two hours before the military starts their next test, plenty of time to wrap things up. Though I wish we could just send these things into the Null Void…"

"Nix to that," the second man said, "The guys at the lab say that the Null Void environment might make these things more dangerous and hostile. We already know where their nest is; all we have to do now is round up any wanderers and then wipe 'em out. Max, Phil, let's go."

"_Max!?_" Ben whispered, leaning forward for a better look. Unfortunately, in doing so he hit his head on the garbage can, causing it to ring out.

"What was that!?" Max asked, looking in the future trio's direction.

Phil squinted, also looking. "Hey, there are some people over there!"

"Busted." Ben gulped, and pushed the dial down.

What the three men saw next quite frankly astounded them. There was a flash of green from behind the cans, followed by a blur of some sort zipping away and out of sight.

"What was _that?_" Phil asked, stunned.

"Got me," Max confessed. Looking to his third teammate, he asked, "Driscoll, do you think we should look for them?"

Driscoll shook his head. "We'll worry about it later. Right now, we need to focus on the mutants," Upon seeing Max's worried expression, he said, "Don't worry. If they were listening in, they'll know enough to get out before the bomb goes off. Let's move."

What none of the men realized was that the Ben and his friends were not very far away. In fact, they were looking down at them from the roof of the closest building.

"That was close," XLR8 sighed, "I don't know what would have happened if Grandpa caught us."

"Magister Tennyson?" Rook asked, and then got it. "I see. Yes, it _would _have been very awkward had we met with them."

"What do you mean?" Eunice asked.

XLR8 became Ben. "Eunice, that was my Grandpa Max before he was a grandpa…heck, for all we know this was before he had kids or got married!" Ben suspected as much when he saw their uniforms. They were identical to the Plumber's outfit Grandpa Max wore during that search for 'The Ultimate Weapon'. "One of the other guys was his partner, Phil. I met him once when I was a kid."

Eunice recalled Paradox's earlier warning. "That must be why the professor told us to be inconspicuous- to avoid causing a…" She trailed off, unable to say it.

"A paradox. Yeah, we get it," Ben looked back down at the retreating forms of the Plumbers. "At least we know enough to keep away."

"We might not be able too," Rook realized, "Before you blew our cover-" ("It was an accident." Ben grumbled) "-The third one, their squad leader, I suspect, mentioned something about a nest. And they were chasing down what was certainly a mutant."

Eunice got it. "You think they know where the next clone pod is?"

"It would certainly be a step in the right direction."

Ben sighed. "Whoa, hold it. We just decided that talking to Grandpa and his co-Plumbers was bad. Now we have to ask them for directions? 'Hello, I'm your unborn grandson from the future. Do you know where we can find an eggplant that's mutating animals is?' Does that sound good to you?"

"We do not have to talk _with_ them," Rook replied, "Merely follow them."

"Whatever we do, we should do it now," Eunice said, pointing. "They're about to board a vehicle of some sort."

* * *

The truck the Plumbers boarded didn't look like much. It looked like any other truck an American citizen might have. And it had dents in several places as well. And that was the point. Because the Plumbers' department was strictly and-as-of-right-now covert, they weren't allowed anything that could be mistaken for a military vehicle.

However, looking ordinary and _being_ ordinary were two entirely different things. With a push of the button, the insides of the Plumbers' truck became a hi-tech mobile lab with computers more advanced than anything the Earth had to offer. Boosters built into the back and underside activated, sending the truck along its way at a faster and smoother pace.

"You know," Driscoll remarked as he watched the monitors and consoles flip into position, "It's a shame that no one else on can play with toys like ours."

"But that's our jobs," Max said, strapping into the passenger seat. "The Plumbers' duty is to make sure the people of the world aren't overly-influenced by outside forces, and are allowed to progress and evolve at their natural rate."

Driscoll waved Max off. "Yeah, yeah, you don't need to quote the pamphlet, I took orientation too, remember?" He looked into the back at Phil, who was stationed at a computer. "What's our ETA?"

"We should reach the site in about thirty-one minutes, if we maintain our current speed." Phil reported.

"Okay, so are we clear on the-" Max trailed off. "What was that?"

"What was what?" Phil asked.

"I thought I heard a noise outside," Max said, looking out the window. "Like something hitting us."

"That's probably my fault," Driscoll admitted, "Got a little too close to that rock."

While Max wasn't satisfied with this answer, he let the matter drop. It was probably just his nerves. He knew that another team of Plumbers had been sent to investigate the site, but main base had lost contact with them, which was where his team came in.

But that noise didn't sound like something hitting the truck from beneath. It sounded like something had fallen on from above. But that was impossible; there was nothing but clear blue skies as they drove through the desert.

Of course, had Max checked the roof, he would have seen a kinetician, a revonnahgander, and a human girl sitting up there. As they clung to the metal, XLR8 reverted back to Ben. He almost fell off due to the wind, only to be caught and steadied by Rook.

A half-hour later, the truck came to a stop at a large hole in the ground. Taking their equipment and the captured mutant, the three adult Plumbers began to climb their way down, using boosters on their suits to help ease their descent. Once they were gone, Ben, Eunice, and Rook got down off of the truck.

"I don't suppose there's a side door we could take?" Ben asked, not wanting to take the chance of meeting Not-Yet Grandpa Max. "No? Okay, here's what we do. First, I'll turn into Wildmutt and Eunice, you copy my smelling power. Then, I'll turn into Big Chill and go through the walls, and we can find Eon's plant before Grandpa and his team does."

"Wait a moment, Ben." Rook bided, and went to the truck. Using his Proto-Tool, he picked the lock and opened it up.

"What are you doing?" Eunice asked as Rook connected the Proto-Tool to the truck's computers.

"I am uploading the data from their computers about the mutations into my Proto-Tool," Rook explained, entering commands into the Proto-Tool, "I am hopeful that the information they posses will be useful in our own search," The Proto-Tool beeped, bringing a smile to Rook's face. "Excellent. I believe now we can track the clone pod without the need for scent."

Ben shrugged. "If you insist…" He activated the Omnitrix, and in a flash became Big Chill. He spread out his wings and spread his hands invitingly.

"Big Chill looks different than it does in the file on Primus." Eunice noted as she took Big Chill's right hand.

"Really? I hadn't noticed," Big Chill replied. Looking to Rook on the left, he asked, "Which way?"

After studying the readings his Proto-Tool gave him for a moment, Rook pointed down, then a little ways to the right. Becoming intangible, Big Chill went into the ground.

* * *

Deep under the earth, the Plumbers followed the winding tunnels and interconnected catacombs towards their destination. As they went, the three of them went over their plan, after finding the source of mutations, and hopefully their missing fellow Plumbers, they set off a special 'cryo-bomb' which would hopefully flash-freeze most of the underground, taking out the mutants and their source. To ensure a total and complete cold down of the area, Phil and Driscoll would plant an occasional charge at every other corner, while Max stood guard.

In a cavern not too far ahead, Ben's group waited as Rook adjusted the sensors on his Proto-Tool.

"Well? Where is it?" Ben asked, fiddling with his Omnitrix. He had turned back from Big Chill a few minutes ago.

"Please be patient," Rook replied, "I am trying to account for signal being disrupted by the cave walls. I should have it in another minute."

Ben sighed and leaned against a stalagmite (Or was that stalactite? Ben sometimes got the two mixed up.). Looking to the side, he saw that Eunice seemed depressed. "Are you okay?"

Eunice glanced at Ben. "I'm fine. It's just…" She looked down.

"What?"

"Even if we beat Eon, what should I do next?" Eunice asked, "From what you've told me, nobody remembers me. I have nowhere to go."

"We'll figure something out," Ben assured her, "You can always live on Earth in Bellwood," Reaching out for a pro, he said, "At least this time Azmuth won't make you leave, since he doesn't remember you, right?" At Eunice's look, Ben tried another tack. "You wanna go out?"

Eunice blinked. "What?"

"You know, to celebrate. After we beat Eon," Ben explained, trying not to lose the moment. "Maybe we could see a movie or something…"

"…Are you asking me out on a date _now_ of all times?" Eunice asked incredulously.

"No time like the present!" Ben flashed what he thought was a winning smile.

"Technically, we are in the past." Rook said, not looking up from the Proto-Tool.

Ben shot Rook a dirty look while Eunice giggled. She needed that, banter was funny. Finally, Rook got a decent reading, and pointed towards a wall. Ben activated his Omnitrix and became Armodrillo.

"Goin' for Big Chill, but what the hay…" Armodrillo muttered, and began to dig away at the wall. It didn't take much effort to reveal a tunnel that had been blocked.

"Odd," Rook commented, studying the hole, "What could have blocked this tunnel?"

Eunice gasped and pointed, "Probably those things!"

Out from the ground came moles. Not just any moles, but moles that were the size of bears, covered with porcupine spines. Hanging from their mouths were long tongues very much like anteaters. The three moles glared at the three heroes.

Armodrillo gulped. "Maybe we should go." The DNA Repairer hadn't recharged yet…

Just as the three entered the newly-uncovered tunnel, they heard some yelling and looked back. Entering from another hole in the wall were Max and his fellow Plumbers, harassed by what looked like oversized bats with starfish for heads. Upon their noisy entrance, the mutant moles turned away from Ben's team towards the Plumbers.

"Grandpa!" Armodrillo cried, "We have to do something!"

"I'll help!" Eunice declared, "You two go find the pod!"

"But, Eunice-!"

"Your grandfather never met me before, remember?" Eunice reminded Ben, "If we meet now it won't cause a problem."

Armodrillo wasn't so sure about leaving Eunice alone. Going off on his own in the Middle Ages was one thing, as Eunice had Rook to watch her back, but to leave her alone…

"She is right, Ben," Rook said, "And I do not believe it will take long. We only have a short distance to go."

In spite of his reservations, Armodrillo nodded, and held out a hand. Smiling, Eunice took hold and briefly went green as she copied the talpaedan's strength. Once she was done, she rushed towards the fray. Raising her arms, she slammed the ground and sent a tremor that knocked the mole-things off their feet.

"…Be careful, Eunice." Armodrillo murmured, and followed Rook down the tunnel.

* * *

Luckily, it didn't take long for Ben and Rook to reach where, according to the Proto-Tool, the clone pod had been planted. _Unluckily_, there was a very large pit that took up most of the chamber.

"Where is it?" Ben asked, looking around.

"I am not sure," Rook replied, fiddling with the Proto-Tool. "We should be at least several feet away from the pod."

Ben walked over to the pit's edge and looked down. "Maybe it's at the bottom."

Rook noticed something dripping down and looked up. "Wrong direction," He said, and pointed.

Ben followed Rook's fingers, and saw that the plant growing right out of the ceiling. From his perspective, it looked a big black uvula.

Ben quickly transformed in Clockwork. Because of the height the ceiling (And the pod) was at, Clockwork had to lean back in order to aim the aging-ray properly. Unfortunately, he leaned a bit too far back, and…

WHAM!

"Erg…" Clockwork struggled to get up, "A little help here?"

Rook rolled his eyes, but went over to Clockwork anyway. Working together, they managed to point the Omnitrix on Clockwork's belly at the pod. One blast of the aging-ray later, and the plant was…still there.

"A little bit more to the left." Clockwork noted, and adjusted.

The second shot hit, and there was a small pile of dust falling from above. Getting up, Clockwork began to count down on his fingers.

"Five…four…three…two…" Clockwork muttered when he heard Paradox's voice.

"Am I becoming predictable?" The time walker asked, stepping out from behind Clockwork. "I must be getting old. Not that I age, being separate from time and all."

"Could you just get Eunice while I undo the mutations?" Clockwork asked, and tapped the Omnitrix.

"DNA Repair function not fully charged." The device reported.

"Wonderful," Clockwork groaned, and reverted to Ben.

"Perhaps if you limited the size of the repair-field's radius you would have better luck," Paradox suggested, "A mile should do the trick."

Ben stared at Paradox, and then looked at the Omnitrix. "Can we do that?"

"There is sufficient power for a mile-wide DNA Repair sequence," The Omnitrix stated, "Activate at one-mile radius?"

"Yes."

As the Omnitrix began to glow, Paradox said, "I'll go pick up Miss Eunice so we can be on our way."

* * *

The situation hadn't really improved for the Plumbers. The trio of mole-mutants, as well as the star-bats were proving to be difficult to ward off or defeat. Granted, they weren't dangerous to be really threatening, and theabilities of the strange blond girl in latex helped tremendously, but the fact remained that they were currently at a roadblock. Phil brought up the idea of using a cryo-bomb to take down the moles, but that was quickly vetoed by Max and Driscoll; the blast radius was too large to use in close combat, and they would have no time to get away.

Then a wave of green energy suddenly rushed through the area, briefly coating everyone within it. The Plumbers reflexively braced themselves, preparing to resist whatever weird effect the wave would have. Max noticed out of the corner of his eye that the blond girl actually seemed to be smiling. Once the wave had passed, the Plumbers began checking themselves to see if anything had changed.

"What was that all about?" Driscoll demanded. The energy didn't hurt, and he didn't feel any different.

"Hey…look!" Phil cried, pointing.

Down on the ground where the moles had been were three naked men. The Plumbers realized in a heartbeat that they were the missing Plumbers squad that investigated the area before. Somehow they must have been mutated during their mission.

"So they were those moles…" Phil muttered, and looked up at his fellow Plumbers. "But how did it happen? And why did they revert back?"

"I don't know," Max said, "But I think I know who to ask."

Max turned to where Eunice was and stopped. She was gone. All that was left of her was some footprints and…a gumball?

* * *

"All right, I'm going to send you to the next and final era," Paradox said after he returned with Eunice, "After this, it'll be time to face Eon. Is everyone ready?"

"Not quite," Ben said, "How about telling us where- _when_ we're going first? I'd like a little warning if we're going to meet people we know before we've met them."

"Oh, you're no fun anymore," Paradox said jovially, "But if you insist. The next point it history takes place during your childhood days, specifically, a week or so after the incident with the Retaliator."

"Will I be there?" Ben asked, and amended, "I mean, will the young me be there?"

"That depends," Paradox replied sardonically, "Where would _you _be if someone planted a tree that was creating mutants?"

Ben exchanged looks with Rook and Eunice. He sighed. "Right in the thick of things."

As the three began to vanish, Paradox gave them a mock salute. "Good luck!"

* * *

The trio reappeared at a pier during the day. Ben and Rook recognized it as the one in Bellwood, as the docks hadn't changed in the years between Ben's child and teen years. And in spite of the knowledge that there was an eggplant growing a second Eon which was simultaneously mutating creatures, things seemed quite peaceful. The sun was shining, passing seagulls were gliding lazily through the clear blue skies, and all was well.

Ben noticed that Eunice was frowning. "What's up?"

Before Eunice could explain, a gigantic tentacle shot out of the ocean and slammed down at the three. While Eunice and Rook jumped out of the way in separate directions, Ben was knocked into the water.

"Ben, are you unharmed?" Rook cried out.

"Fine," Ben gagged, "Just got the wind knocked out of me, that's- WHOA!"

Ben found himself being lifted out of the water by a rising body underneath him. The body happened to be the bloated head of a mutated octopus, riddled with multiple blemishes. Ben got up, and noticed that he was standing on one of the blemishes, it being the size of a manhole cover. It, along with the others, began to throb.

"Not good." Ben gulped, and found his estimation to be very accurate as he was sent skyward a second later; the 'blemishes' were actually blowholes.

"Ben!" Rook and Eunice yelled in alarm. But because they were watching our hero tumble aimlessly through the sky, neither of them kept an eye on the tentacle. As such, they were caught off-guard when it swept at them, knocking poor Eunice clear across the docks.

"Eunice!" Rook exclaimed, and fired several rounds from his Proto-Tool. The blasts struck the tentacle, but the appendage did not seem harmed. Even worse, a _second _tentacle rose out from the sea and slammed down onto the dock.

_Not good. _Rook thought, and wisely retreated for cover.

Up in the air, Ben was frantically fiddling with the Omnitrix. "Gimme Stinkfly, Astrodactyl, Big Chill, Terraspin… Anything that can _fly!_"

One flash of green later, and Cannonbolt landed in the corner of the pier with an thunderous thud that caused nearby windows to rattle.

"Okay…not what I was going for, but it works…" Cannonbolt muttered as he uncurled himself. He was about to roll back and give that tentacle mutant a good taste of Ben warfare when he heard a familiar voice.

"Ben!"

Looking behind, Ben saw Grandpa Max- the Grandpa Max he remembered- running up to him, followed closely by his cousin Gwen. But unlike the Gwen currently knew and was good friends with, this cousin Gwen was the one he frequently got into fights with, traded insults with. A far cry from the mature and cool-headed young woman who would start dating sworn enemy-turned- friend Kevin Levin, this was the original Gwen, the know-it-all he had (Sometimes correctly, he thought) dubbed dweeb.

_Omnitrix, don't time out on me now_. Ben thought. The last thing he wanted to do was explain to his grandfather and cousin why he appeared to have aged by six years.

"Are you all right?" Max asked worriedly, "What happened with Sixsix?"

"I'm fine, Grandpa, I just- Wait, Sixsix is here too?" Ben began to say when the full extent of Max's words caught up with him. He had to deal with that bounty hunter on top of a giant mutant? What next?

"Did you land on your head? Of course he's here, doofus!" Gwen said, "You led him here to keep the fighting away from the town. We should seriously consider that brain-transplant if your short-term memory is going, too."

Cannonbolt was about to give her a (Vaguely nostalgic) comeback when his mind put two and two together; If Sixsix was here and fighting his younger self…where were they?

That train of thought was derailed by a screeching- Cannonbolt had almost forgotten about the tentacle mutant in the water.

"What was that?!" Gwen asked, looking past Cannonbolt. When she saw the mutant, she cried, "What _is _that?!"

"Listen, you guys go find Sixsix and keep him busy," Cannonbolt urged his relatives, "I'll waste that thing and meet you there, might even beat ya to him. Go!"

Nodding, Max and Gwen took off. Cannonbolt curled into his ball form and rolled back towards the middle of the pier. There, he saw that there were two tentacles flailing and hitting everything, and that underneath that bulbous head was a tube-like mouth with razor-sharp teeth all around the edges. For some reason, Cannonbolt was reminded of the monstrous form Vilgax took when they fought for the Ultimatrix.

Cannonbolt quickly noticed a worrysome lack of sidekicks. "Rook! Eunice! Where are you?"

"Over here, Ben!" Rook called out from atop a docked freighter.

Rolling closer so they could talk better, Cannonbolt asked, "Where's Eunice?"

"She was thrown towards another part of the pier by that thing!" Rook answered. The ship he was on shook from the octo-thing's rampage. "Perhaps we could finish this conversation after you de-mutate that abomination!"

Cannonbolt nodded. "Right! Omnitrix, initiate DNA Repair sequence!"

"Insufficient power." The Omnitrix responded.

Cannonbolt sighed. "Of course. Why should things be easy now?" To Rook he ordered, "I'll keep this thing busy! You go find Eunice! And be careful!" He added, "Little me and Sixsix are fighting around somewhere here, and Grandpa and Gwen are here too!"

"I will do my best to avoid being noticed," Rook assured, and pointed at the abomination. "Target the blow holes! I have noticed that striking them causes the creature immense pain!"

"Say no more," As Rook went off on his search, Cannonbolt curled up, spun in place for a few seconds, then launched himself at the creature's head.

* * *

"Oof…where am I?" Eunice groaned, getting up. She had landed behind one of the warehouses. Just then, she heard the sounds of gunfire from around the corner. Curious, she looked to see what was going on.

There, she saw a petrosapian fighting a man (Well, it was man-shaped) in purple armor with alien guns. While she had no idea who the purple being was, she saw the Omnitrix over the petrosapian's heart and realized that it was Ben in his Diamondhead form. The transformed boy was currently on the defensive, arms crossed as he withstood the rounds fired from his attacker's weapons.

"Seriously, Sixsix, you gotta find somethin' else to do!" Diamondhead grunted as the shots bounced off of him, "I can't send you packing all the time!"

Sixsix's barrage briefly ended as he ran out of ammunition. Diamondhead took the chance to rush forward to deliver a few diamond-hard punches. Morphing his left hand into a blade, Diamondhead swung down and sliced the barrels off one of the bounty hunter's guns. Finally, a rock-hard kick was delivered that sent the sotaraggian into the water.

"Always said you were all wet." Diamondhead muttered.

"Ben!" Eunice cried, running up to him. "Are you all right? Where's Rook?"

Diamondhead stared at Eunice in confusion. "Huh? Who's Rook? And for that matter…" The Omnitrix over his heart began to beep, and he reverted to human form. "…who are you?"

Eunice gasped as she stared at the child before her. Instead of the teen human she mistook him for, this Omnitrix wielder stood at about half her height, wearing cargo pants and a grey T-shirt. Instead of a watch-like device, the Omnitrix he wore looked more like a high-tech manacle. But he still had that hastily-combed hair, and those vibrant green eyes.

_This must be Ben as a child! _Eunice realized.

"Seriously," The eleven-year-old said, "Who are you? And how do you know who I am?"

Eunice tried to speak, to say anything besides, "I'm from the future where we've met." But the words wouldn't come out. Coming up with an alibi was hard, even more so due to the strange feeling she kept getting. Luckily, or unluckily, a blaster bolt struck the warehouse, catching their attention. Looking, they saw Sixsix sticking out of the water, one of his weapons aimed at them.

"We'll talk later!" Ben yelled, and prepared to transform- but stopped when he saw that the dial's light was flipping between green and red. "Huh?"

Eunice grabbed Ben by the wrist and dragged him off, pulling out of the way of a headshot. Sixsix shot out of the water, pushed into the air by a jet pack, and flew after them, dropping a bomb.

* * *

Gwen and Max were in a different part of the pier when they heard the explosion.

"What was that?" Gwen asked, "Sixsix?"

"Must be," Max agreed, worried. "But I wonder who he's fighting. C'mon!"

The two humans took off in the direction of the explosion. Neither of them were aware of Rook following them on the rooftops of the warehouses. The revonnahgander knew that Sixsix was currently engaged in combat against the Ben of this era. While his orders were to locate Eunice first, a small part of him wanted to check on his partner's younger self to ensure the battle was going well.

He just hoped Eunice would be all right until they reunited.

* * *

Meanwhile, the Cannonbolt's fight against the abomination was not going very well. The mutant octopus's body seemed incredibly resilient to arburian pelarota's attacks. He might as well have been jumping on someone's mattress. But up and down Cannonbolt went, trying in vain to exert some force onto the rubbery hide, all while dodging the two flailing tentacles.

"So, have ya had enough yet?" Cannonbolt demanded, pausing.

SMACK!

Cannonbolt was sent flying into the hull of a ship. Luckily, his natural armor prevented serious harm, though the ship now had a Cannonbolt-shaped dent.

"Didn't think so," Realizing that brute force wasn't getting the job, he reached down and tapped his Omnitrix for a new form. Jetray fell from the dent and quickly took to the skies. Flying around, he zapped the abomination with neuroshock blasts from his eyes and tail. Weaving in and out from the assaulting tentacles, (Didn't he have more than two?) he tried to closer for a better shot at the blowholes, remembering what Rook said. Just then, the blowholes opened up, and the subsequent air pressure sent the aerophibian tumbling through the air.

"Whoa!" Jetray cried, "Hope the others are doing better than I am!"

* * *

Meanwhile, Eunice and Ben were currently taking refuge from Sixsix in one of the abandoned warehouses that seemed to make up the docks. They were currently hiding behind a crate marked 'Conveniently Available Masks' as Sixsix searched the rest of the building. Ben kept fiddling with the Omnitrix as Eunice kept a look out.

"It looks like he hasn't found us yet," the Human-Unitrix noted, "But we can't keep this up forever. We need a plan." She wished Ben would transform into something with abilities she could copy, but the Omnitrix refused to cooperate.

"What we need is for this thing to start working and quit giving me grief!" Ben grumbled, giving up on fiddling and resorted to hitting the device.

"Stop that," Eunice chiding, grabbing Ben's hitting arm, "You might make it worse, Ben."

The use of his name reminded the child hero. "Wait, how do you know my name?" He asked suspiciously, "What, are you from space, or something?"

Eunice looked away, pointedly avoiding his eyes. Partially because she hadn't come up with a good alibi (Was that weird feeling getting worse?) and partly because she didn't want Ben to get a good look at her face and potentially cause a paradox. "This…uh…isn't the time…"

The word 'time' caused a light bulb to turn on in Ben's head. "Time…are you from the future!?" It would explain why a teenaged human (From his perspective) girl would be dressed in what he identified as 'alien wear'. "That's it, isn't it? That's how you know me! You're from that era when I'm a famous super hero!" Ben recalled the time when he and Gween were taken to the future by Gwen's adult self. There, Ben had become Earth's greatest hero- but had also become real killjoy, never pausing to take a break or just have fun. Remembering that, Ben said, "Uh, sorry if I'm a buzzkill when we first meet."

"Um, that's all right," Eunice said awkwardly, "You're actually very nice when we…" She then realized what was causing the weird feeling in her head.

When Eunice was first stationed on Primus, Azmuth enhanced her to have a one-way subspace link to the planet, allowing her to upload DNA samples. Unfortunately, because the original Omnitrix Ben used relied on signals from the Codon Stream, being in the same area as her would cause signal interference, preventing transformations. Eon didn't sever the connection when he stole the planet, and with Eunice in the era when Primus existed, her body was trying to reconnect. However, she was currently five years before she had even been born (Such as it was) and had been upgraded, meaning she was subconsciously trying to connect with something that didn't exist. No wonder she and the Omnitrix were feeling funny!

_I've heard that time-travel causes headaches, but this is ridiculous, _Eunice thought, _I'd better shut my Unitrix functions off…_

Eunice closed her eyes, and her body made an odd whirring noise. Ben was about to comment on it when he heard the Omnitrix beep. Looking, he saw that the dial had now turned green.

"Hey, it's working again!" He remarked. Looking out, he saw Sixsix lurking nearby. Grinning, he began to turn the dial. "And it's time subtract Sixsix by four- _Arms_, that is!"

Ben slammed the dial down, and in a flash of green transformed into a tetramand. However, this did not go unnoticed by the bounty hunter. Sixsix aimed his weapons at the stack of crates Fourarms and Eunice were hiding behind. As he fired, Fourarms leapt out, sailing dramatically in the air-

BANG!

-and hit his head on a ceiling-light.

"Ow!" Fourarms grunted.

* * *

Outside the warehouse, Gwen was checking out the inside of the warehouse through a window. Due to the fact that it was rather high up, she had to stand on Max's shoulders.

"Sixsix is in there, all right," Gwen reported, and then squinted. "Wait, what?"

"What is it?" Max asked.

"You're not going to believe this, Grandpa," Gwen said, eyes wide. "But Ben's in there!"

"What?!" Max looked over to where they had left Ben with the sea monster. He could still hear sounds of fighting. "But Ben's still fighting that monster! Are you _sure _it's him?"

"Well…" Gwen squinted. The glass was dirty. She tried wiping at it with her sleeve, but the dirt turned out to be on the _inside._ "Well, I can see Sixsix fighting something that looks like Fourarms…maybe it's a different alien?"

Max thought about it. He recalled the time they had met Tetrax, a bounty hunter who was the same species as Diamondhead, a petrosapian. And there was also that incident with the Galactic Enforcers. One of their members was a tetramand woman called Tiny. With that in mind, there was a chance that the tetramand fighting Sixsix wasn't Ben.

But he wasn't going to make assumptions until he could see for himself. "Let's get in there."

The two Tennysons ran around the warehouse towards the door. Neither of them saw Rook grappling up to the roof of the building.

The Plumber from the future opened up the skylight and lowered himself into the warehouse. He heard the sound of fighting coming from the left. He moved to get a better look of the situation and almost tripped. Looking down, he saw that the thing he almost slipped on was a round metal ball with a flashing light, beeping with each flash. For a brief moment, Rook was confused.

Then, he realized what it was. Taking his Proto-Tool out, he quickly set to defusing the bomb. Hopefully it was the only one…

* * *

In another part of the warehouse, Max and Gwen had also found a bomb. Unlike Rook, though, Gwen hadn't been so careful with her footing. Rubbing her sore buttocks, she regarded the beeping round explosive.

"Looks like one of Sixsix's bombs," Max said cautiously, "And it looks like it's about to go."

"Maybe I could use my magic to stop it…" Gwen suggested, holding up a glowing hand.

Max shook his head. "Too risky. You're Mana might cause the countdown to run out faster. Remember what happened with the Omnitrix?"

Gwen grimaced. She remembered all right. An accident with her Mana had altered the Omnitrix, causing it to telelport and transform Ben at random.

Max reached into his Hawaiian shirt for some tools. "We'll have to do this the hard way. If worse comes to worse, you'll have to try to contain the explosion.

Gwen gulped. "Right. No pressure." Inwardly, she was thinking, _Where's Ben and Upchuck's bottomless stomach when you actually need him?_

* * *

Eunice watched as Fourarms grabbed Sixsix's hands with his lower hands, and socked the bejeezus with his upper arms. While she wished she could help without disrupting Ben's powers, she was impressed with how Ben was handling the situation. When the bounty hunter tried to shoot at Ben with the arms mounted on his shoulders, Fourarms simply grabbed them with his upper arms and _headbutted_ Sixsix. When Sixsix slumped, possibly unconscious (It was hard to tell with that mask on), Fourarms let him fall to the floor. The tetramand wiped his hands.

"Well, that's that, I guess," Fourarms muttered before raising all four arms up in victory. "I rule!"

Eunice noticed that Sixsix was crawling away when she felt a hand on her shoulder. Looking behind, she saw Rook.

"We have to get out of here," The Plumber said, "It is not safe."

"Ben- the young Ben- just beat Sixsix."

"I know, but I found one of these lying around, most likely planted by Sixsix" He showed Eunice the bomb he defused. "I do not know if he set more, but we cannot take that chance. We must vacate the building _now._"

Fourarms reverted to Ben and began to turn around. "Hey, who are you talking t-"

* * *

Back out on the water, Jetray morphed in Shocksquatch and dropped down onto the abomination. His fur crackling, the yeti-like alien sent several thousand volts of electricity coursing through the mutant's body. With one final screech, the abomination began to sink back into the sea. Not wanting to get his fur wet, Shocksquatch hopped back onto the dock and kicked the mutants tentacles off of the dock.

"And good riddance," Shocksquatch muttered, and looked around. "Now, I wonder how everyone else is doing…?"

_Boom_  
Shocksquatch whirled about. That explosion came from the direction Rook went in! Fearing the worse, the gimlinopithecus broke out into a run. He saw a trail of smoke coming out from one of the warehouses, and more importantly, he saw Sixsix leaving the building on a jetpack. Growling, Shocksquatch leapt into the air, grabbed the bounty hunter by the feet and dragged him to the ground. Wasting no time on words, he pulled the villain into a lock and began to apply some natural electricity. Sixsix went up like a Fourth of July fireworks show.

* * *

Eunice coughed. The explosion had happened in another corner of the warehouse, but it knocked over several crates. Looking about, she saw Rook steadily getting to his feet. Though he had clearly been caught flat-footed by the blast, the revannagander did not look worse for wear. A quick scan of her immediate surroundings though, revealed to her that Ben did not do so well. To her shock, the young boy was lying face down on the floor near a broken crate labeled 'Available First-Aid Kits'. He also wasn't moving.

_No no no no! _Eunice thought fearfully and ran to Ben's side. Luckily, he was still breathing. However, there was a cut on the side of his head. She quickly began to check for other injuries. Ben groaned slightly.

"Is he all right?" Rook asked, walking over. Over Eunice's shoulder he took in young Ben's appearance. While he had seen file photos of his partner as a child, it was something else to see him in person.

Ben's head seemed rounder in real life.

"I think so, but we need to do something about this cut," Eunice said, "Get me a first-aid kit so we can disinfect the wound."

Rook was about to go to the broken crate full of conveniently-placed first-aid kits when he heard some shouting. Looking around another crate, he saw Gwen and Max running over.

"Leave him, Ben's family is coming. They can tend to him," Rook said, "We must avoid being seen."

An expression of conflicting thoughts briefly appeared on Eunice's features. But she understood Rook's logic and gently placed Ben back on the ground. Bending down, she placed a tender kiss on the boy's cheek. To her embarrassment, Ben, unconscious though he was, smiled a bit afterwards. Rook shot a grapple-line at the rafters above and pulled Eunice up with him, just avoiding contact with Gwen and Max. They both stopped dead in their tracks when saw Ben's still form.

"Ben!?" They both exclaimed, and rushed to the boy.

"Oh my God," Max gasped, examining his grandson. "Ben, speak up! Are you all right?"

At the sound of Max's voice, Ben's eyes slowly opened. "…Grandpa?"

"Ben, what happened?" Gwen asked worriedly, "How did you get here from the docks so quickly?"

"I wasn't near the docks," Ben muttered, sitting up. "I was in here fighting Sixsix when something fell on me." He winced as a sharp pain went through his head.

"Let's do something about that cut, first," Max decided, and went over to the broken crate. Taking one kit out, he remarked, "That's pretty convenient."

Gwen was really worried. Not just by Ben's injury (Though it didn't seem so bad), but by what was going on. If Ben was here, then who did she and Max see at the docks?

* * *

Shocksquatch stuffed Sixsix into a dumpster and slammed the lid down. "And don't let me catch you around here for at least five years, you creep!" He snarled.

"Ben!"

Shocksquatch whirled about. Eunice and Rook were running up to him! Anger quickly gave way to relief, and he reverted to Ben. He ran to meet up with them

"Are you unharmed?" Rook asked.

"Fine, but what about you guys?" Ben replied, "But what about you? I heard something go off in that warehouse…"

"A bomb," Rook explained, "Luckily, no one was seriously injured."

Ben exhaled. It was bad enough knowing people he knew and cared about were almost killed, but knowing that one of them was yourself was even worse. What would happen if his younger self died? Would his teen self just vanish? Shaking his head, Ben tried not to think of what might have been.

"Let's just find that plant before something else happens," the Omnitrix-wielder said, "Rook, does that detector of yours still work?"

* * *

Luckily, Rook's Proto-Tool was still able to pick up and locate where Eon had planted the clone pod of this era. However, according to the device, it was out at sea. Luckily, a lone motorboat was available for 'borrowing.' Rook didn't like doing it, but Ben rationalized the theft with the knowledge that Paradox would set things right once he could enter the time period.

Once they went out far enough, the three went underwater- Ben transformed in Terraspin and pulled his two friends down with him. They found a trail of mutagenic 'pod juice' seeping through the water. Following it, they found an undersea cave which housed the pod plant. One quick transformation into Clockwork and a blast of the aging ray later, said plant was history. (That's a pun, hah)

"Now to undo any mutations," Clockwork declared, and tapped the Omnitrix. It emitted a bright green flash as the DNA Repair function got to work. Once it subsided, Clockwork reverted to Ben. "Okay, so before Paradox shows…huh?"

The three of them noticed that they were no longer standing in the sea cave. Or on land. Or on _air_. They seemed to be standing within a black void, illuminated by dozens of lights streaking past. Ben and Rook recognized as the place Paradox took them to before sending them off to prehistoric times.

And there was Paradox, standing before them. "Ahh, four for four. Good show!" He said, clapping. More seriously, he said, "All that's left is to defeat Eon, and the rest of history should be saved."

Ben punched his palm. "Sounds good to me. Next stop, Primus!"

"But how will we get there?" Rook asked, "Are you going to send us there through a portal, Professor?"

"Unfortunately, the shield Eon put around Primus is too powerful for me to get around in any way," Paradox replied, "He's gone all-out in keeping me away."

"But you said had a way of getting around the time-shield," Eunice pointed out, "Back in the Middle Ages, I mean."

Paradox nodded. "And I meant it. Now, I can't go to Primus, and Eon's defenses will prevent me from teleporting anyone in," The time walker said, "But I've managed to come up with an alternative mode of transportation."

Paradox gestured towards a car, and not just any car. This car was a deluxe Jaguar convertible, painted white with a black stripe down the middle. Its license plate read B3N-T3N, and its hood ornament was shaped like a British phone booth. The seats were luxurious leather, and the sound system appeared to be top-notch.

"Suh-weet!" Ben breathed, liking what he was seeing.

"Indeed. If you're going to save the world, you might as well do it in style," Paradox agreed, "I would have liked to get a Delorean, but couldn't pay the legal fees."

Ben laughed, while Rook and Eunice exchanged odd looks. They didn't get the reference. Rook went over and lifted the hood of the car up, examining the engine. It did not look any engine he had ever seen before.

"Now, I've programmed the Flux Capacitor to take you directly to Primus," Paradox explained, "All you have to do is keep driving until you reach the car's maximum speed for the warp effect to take hold."

"I'm driving!" Ben yelled, and made his way towards the front.

Rook, however, beat him to it. "I believe _I _will drive this car."

Ben frowned, then smiled as an idea took hold. Taking Eunice's hand, he led her into the backseat and got in. Throwing an arm around the girl's shoulder, he said in a pompous tone, "Once around Primus, my good Plumber."

Rook shook his head, deciding not to respond. Eunice, for her part, giggled. She knew that the situation was dire, and much- no, _everything_ was on the line. But she felt confident that things would work out. She had Ben by her side, and with him they could beat Eon and save Primus. Rook turned the ignition key, and the Jaguar's engine roared to life.

"Hey, Paradox," Ben called out, "Any words of advice?"

"Just one, Benjamin," Paradox replied, "When fighting someone like Eon, always be sure to consider the 'X' factor!"

Ben and Eunice exchanged odd looks. After checking to see that everyone's seatbelts were on, Rook shifted gears to Drive and stepped down on the accelerator. The car shot forward, creating rainbow sparks from the friction of the wheels on the 'ground.' The three felt their bodies being pressed back by the force of their acceleration. Checking the speedometer, Rook saw that their speed wasn't measured in miles but in G-forces!

Ben's last thought before the Jaguar vanished was, _We should've closed the top!_


End file.
